ASTS AST SpaceMobile Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 25, 2024

 

 

AST SpaceMobile, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-39040		84-2027232
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Midland International Air & Space Port

2901 Enterprise Lane

Midland, Texas 79706

(Address of Principal Executive Offices) (Zip Code)

 

(432) 276-3966

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		ASTS		The Nasdaq Stock Market LLC
Warrants exercisable for one share of Class A common stock at an exercise price of $11.50		ASTSW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On July 25, 2024, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release (the “Press Release”) related to the matters described in Item 8.01 of this Current Report on Form 8-K. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01.

 

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 8.01. Other Events.

 

On July 25, 2024, the Company announced the successful completion of required assembly for its first five commercial satellites, called Bluebirds. Each satellite has communications arrays measuring 693 square feet and is now ready for shipment to Cape Canaveral during the first week of August, with a 7-day launch window in September.

 

Monitoring and final testing of the space-ready satellites will continue up until launch vehicle integration. As of July 18, 2024, the satellites have an updated, contracted, 7-day launch window during the month of September. The exact launch date will be confirmed closer to the launch window and shared with the public.

 

These dates provide refined timing, consistent with previous guidance, to deliver satellites in July or August with an orbital launch scheduled shortly thereafter. The exact timing of satellite delivery and launch is subject to uncertainty and is contingent on a number of factors, including the final normal course of testing the satellites, regulatory approvals, confirmation of the final launch date by the launch provider, logistics, weather conditions, and other factors, many of which are beyond the Company’s control.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.

 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict.

 

Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 1 Bluebird satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST SpaceMobile’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (SEC), including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024.

 

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Item 9.01. Financial Statement and Exhibits.

 

(d)

Exhibits

 

99.1		Press Release dated July 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AST SPACEMOBILE, INC.
Date: July 25, 2024	By:	/s/ Andrew M. Johnson
		Andrew M. Johnson
		Chief Financial Officer and Chief Legal Officer

 

 

 

 

Exhibit 99.1

 

 

AST SpaceMobile Announces First Five Commercial Satellites Completed Final Assembly and Ready for Shipment the First Week of August

 

Shipment to Cape Canaveral planned for the first week of August with a 7-day launch window in September

 

The first five commercial satellites are the largest-ever commercial communications arrays deployed in low Earth orbit, designed to provide cellular broadband and support other government applications

 

MIDLAND, TX, July 25, 2024 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government applications, today announced the successful completion of its first five commercial satellites, called Bluebirds. Each satellite has communications arrays measuring 693 square feet and are now ready for shipment to Cape Canaveral during the first week of August, with a 7-day launch window in September.

 

“This is a momentous occasion for AST SpaceMobile. These first five satellites are built on the success of our in-orbit BlueWalker 3 satellite and will provide U.S. nationwide non-continuous service with over 5,600 cells in premium low-band spectrum, with a planned 10-fold increase in processing bandwidth” said Abel Avellan, Chairman and CEO of AST SpaceMobile. “Completing the manufacturing, assembly, and environmental testing for these satellites represents a significant milestone in our mission to bridge the digital divide and deliver connectivity to those who need it most. We are eager to see these pioneering satellites take flight and begin laying the foundation for our global cellular broadband network.”

 

The Bluebird satellites have undergone rigorous testing to ensure they meet the demanding requirements of operations in space. The satellites are now in final preparations for shipment to Cape Canaveral, planned for the first week of August. Monitoring and final testing of the space-ready satellites will continue up until launch vehicle integration. As of July 18^th, the satellites have an updated, contracted, 7-day launch window during the month of September. The exact launch date will be confirmed closer to the launch window and shared with the public.

 

 

These dates provide refined timing, consistent with previous guidance, to deliver satellites in July or August with an orbital launch scheduled shortly thereafter. The exact timing of satellite delivery and launch is subject to uncertainty and is contingent on a number of factors, including the final normal course of testing the satellites, regulatory approvals, confirmation of the final launch date by the launch provider, logistics, weather conditions, and other factors, many of which are beyond our control.

 

During the first half of 2024, AST SpaceMobile secured additional strategic investment form AT&T, Verizon, Google and Vodafone, as well as a new contract award with the United States Government through a prime contractor. The company has agreements and understandings with more than 45 mobile network operators globally, which have over 2.8 billion existing subscribers total, including Vodafone Group, AT&T, Verizon, Rakuten Mobile, Bell Canada, Orange, Telefonica, TIM, Saudi Telecom Company, Zain KSA, Etisalat, Indosat Ooredoo Hutchison, Telkomsel, Smart Communications, Globe Telecom, Millicom, Smartfren, Telecom Argentina, MTN, Telstra, Africell, Liberty Latin America and others. AT&T, Verizon, Vodafone, Google, Rakuten, American Tower, and Bell Canada are also existing investors in AST SpaceMobile.

 

About AST SpaceMobile

 

AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.

 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict.

 

 

Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 1 Bluebird satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST SpaceMobile’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (SEC), including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024.

 

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Investor Contact:

 

Scott Wisniewski

investors@ast-science.com

 

Media Contact:

 

Allison

Eva Murphy Ryan

917-547-7289

AstSpaceMobile@allisonpr.com

 

v3.24.2

Cover	Jul. 25, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 25, 2024
Entity File Number	001-39040
Entity Registrant Name	AST SpaceMobile, Inc.
Entity Central Index Key	0001780312
Entity Tax Identification Number	84-2027232
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Midland International Air & Space Port
Entity Address, Address Line Two	2901 Enterprise Lane
Entity Address, City or Town	Midland
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79706
City Area Code	(432)
Local Phone Number	276-3966
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ASTS
Security Exchange Name	NASDAQ
Warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Title of 12(b) Security	Warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	ASTSW
Security Exchange Name	NASDAQ

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